FORM ADV (Paper Version) - SEC.gov | HOME This document illustrates most of the revisions to Form...
Transcript of FORM ADV (Paper Version) - SEC.gov | HOME This document illustrates most of the revisions to Form...
Note: This document illustrates most of the revisions to Form ADV
related to adopted rule release IA-4509. This document should not be
considered a complete and comprehensive list of changes to Form
ADV.
FORM ADV (Paper Version)
UNIFORM APPLICATION FOR INVESTMENT ADVISER
REGISTRATION
AND
REPORT BY EXEMPT REPORTING ADVISERS
PART 1A
WARNING: Complete this form truthfully. False statements or omissions may result in
denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic
amendments. See Form ADV General Instruction 4.
Check the box that indicates what you would like to do (check all that apply):
SEC or State Registration:
Submit an initial application to register as an investment adviser with the SEC.
Submit an initial application to register as an investment adviser with one or more states.
Submit an annual updating amendment to your registration for your fiscal year ended______.
Submit an other-than-annual amendment to your registration.
SEC or State Report by Exempt Reporting Advisers:
Submit an initial report to the SEC.
Submit a report to one or more state securities authorities.
Submit an annual updating amendment to your report for your fiscal year ended______.
Submit an other-than-annual amendment to your report.
Submit a final report.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can
contact you. If you are filing an umbrella registration, the information in Item 1 should be
provided for the filing adviser only. General Instruction 5 provides information to assist you
with filing an umbrella registration.
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A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
_______________________________________________________________________
B. (1) Name under which you primarily conduct your advisory business, if different from
Item 1.A.
_____________________________________________________________________
List on Section 1.B. of Schedule D any additional names under which you conduct your
advisory business.
(2) If you are using this Form ADV to register more than one investment adviser under
an umbrella registration, check this box .
If you check this box, complete a Schedule R for each relying adviser.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business
name (Item 1.B.(1)), enter the new name and specify whether the name change is of
your legal name or your primary business name:
________________________________________________________________________
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number:
801-___________.
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
802-___________.
(3) If you have one or more Central Index Key numbers assigned by the SEC (“CIK
Numbers”), all of your CIK numbers:____________.
E. (1) If you have a number (“CRD Number”) assigned by the FINRA’s CRD system or by
the IARD system, your CRD number:_____________.
(2) If you have additional CRD Numbers, your additional CRD numbers:____________.
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD
number of one of your officers, employees, or affiliates.
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F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
___________________________________________________________
(number and street)
___________________________________________________________
(city) (state/country) (zip +4/postal code)
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place
of business, at which you conduct investment advisory business. If you are applying for
registration, or are registered, with one or more state securities authorities, you must list
all of your offices in the state or states to which you are applying for registration or with
whom you are registered. If you are applying for SEC registration, if you are registered
only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list
the largest twenty-five offices in terms of numbers of employees as of the end of your
most recently completed fiscal year.
(2) Days of week that you normally conduct business at your principal office and place
of business:
Monday - Friday Other: ________________________________
Normal business hours at this location: ________________________________
(3) Telephone number at this location: ___________________________________
(area code) (telephone number)
(4) Facsimile number at this location, if any: ___________________________________
(area code) (facsimile number)
(5) What is the total number of offices, other than your principal office and place of
business, at which you conduct investment advisory business as of the end of your
most recently completed fiscal year?_______________
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G. Mailing address, if different from your principal office and place of business address:
_____________________________________________________________________
(number and street)
_____________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your
principal office and place of business address in Item 1.F.:
_____________________________________________________________________
(number and street)
_____________________________________________________________________
(city) (state/country) (zip+4/postal code)
I. Do you have one or more websites or accounts on publicly available social media
platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?
Yes No
If “yes,” list all firm website addresses and the address for each of the firm’s accounts on
publicly available social media platforms on Section 1.I. of Schedule D. If a website
address serves as a portal through which to access other information you have published
on the web, you may list the portal without listing addresses for all of the other
information. Some advisersYou may need to list more than one portal address. Do not
provide the addresses of websites or accounts on publicly available social media
platforms where you do not control the content. Do not provide the individual electronic
mail (e-mail) addresses in response to this Item.of employees or the addresses of employee
accounts on publicly available social media platforms.
J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer:. If you
are an exempt reporting adviser, you must provide the contact information for your
Chief Compliance Officer, if you have one. If not, you must complete Item 1.K.
below.
______________________________________________________________________
(name)
______________________________________________________________________
(other titles, if any)
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________________________________ __________________________________
(area code) (telephone number) (area code) (facsimile number, if any)
_____________________________________________________________________
(number and street)
_____________________________________________________________________
(city) (state/country) (zip+4/postal code)
_______________________________________________
(electronic mail (e-mail) address, if Chief Compliance Officer has one)
(2) If your Chief Compliance Officer is compensated or employed by any person other
than you, a related person or an investment company registered under the Investment
Company Act of 1940 that you advise for providing chief compliance officer services
to you, provide the person’s name and IRS Employer Identification Number (if
any):____________________________________________________________.
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance
Officer is authorized to receive information and respond to questions about this Form
ADV, you may provide that information here.
______________________________________________________________________
(name)
______________________________________________________________________
(titles)
________________________________ __________________________________
(area code) (telephone number) (area code) (facsimile number, if any)
_____________________________________________________________________
(number and street)
_____________________________________________________________________
(city) (state/country) (zip+4/postal code)
_______________________________________________
(electronic mail (e-mail) address, if contact person has one)
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L. Do you maintain some or all of the books and records you are required to keep under
Section 204 of the Advisers Act, or similar state law, somewhere other than your
principal office and place of business?
Yes No
If “yes,” complete Section 1.L. of Schedule D.
M. Are you registered with a foreign financial regulatory authority? Yes No
Answer “no” if you are not registered with a foreign financial regulatory authority, even
if you have an affiliate that is registered with a foreign financial regulatory authority. If
“yes,” complete Section 1.M. of Schedule D.
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934?
Yes No If “yes,” provide your CIK number (Central Index Key number that the SEC assigns to each public
reporting company): ______________________________
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
Yes No
If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
$10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. only, “assets” refers to your total assets, rather than the
assets you manage on behalf of clients. Determine your total assets using the total assets
shown on the balance sheet for your most recent fiscal year end.
P. Provide your Legal Entity Identifier if you have one: ___________________________.
A legal entity identifier is a unique number that companies use to identify each other in
the financial marketplace. In the first half of 2011, the legal entity identifier standard was still
in development. You may not have a legal entity identifier.
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Item 2
SEC Registration
Responses to this Item help us (and you) determine whether you are eligible to register with the
SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an
annual updating amendment to your SEC registration. If you are filing an umbrella registration,
the information in Item 2 should be provided for the filing adviser only.
A. To register (or remain registered) with the SEC, you must check at least one of the Items
2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to
your SEC registration and you are no longer eligible to register with the SEC, check Item
2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you
may affirmatively respond to each of these items.
You (the adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars)
or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or
more at the time of filing its most recent annual updating amendment and is
registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of
$25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars)
and you are either:
(a) not required to be registered as an adviser with the state securities authority
of the state where you maintain your principal office and place of business;
or
(b) not subject to examination by the state securities authority of the state
where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered,
would not be subject to examination by the state securities authority.
(3) have your principal office and place of business in Wyoming (which does not
regulate advisers);
(4) have your principal office and place of business outside the United States;
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(5) are an investment adviser (or subadviser) to an investment company
registered under the Investment Company Act of 1940;
(6) are an investment adviser to a company which has elected to be a business
development company pursuant to section 54 of the Investment Company Act
of 1940 and has not withdrawn the election, and you have at least $25 million of
regulatory assets under management;
(7) are a pension consultant with respect to assets of plans having an aggregate
value of at least $200,000,000 that qualifies for the exemption in rule
203A-2(a);
(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is
under common control with, an investment adviser that is registered with the
SEC, and your principal office and place of business is the same as the
registered adviser;
If you check this box, complete Section 2.A.(8) of Schedule D.
(9) are a newly formedan adviser relying on rule 203A-2(c) because you expect to
be eligible for SEC registration within 120 days;
If you check this box, complete Section 2.A.(9) of Schedule D.
(10) are a multi-state adviser that is required to register in 15 or more states and is
relying on rule 203A-2(d);
If you check this box, complete Section 2.A.(10) of Schedule D.
(11) are an Internet adviser relying on rule 203A-2(e);
(12) have received an SEC order exempting you from the prohibition against
registration with the SEC;
If you check this box, complete Section 2.A.(12) of Schedule D.
(13) are no longer eligible to remain registered with the SEC.
SEC Reporting by Exempt Reporting Advisers
B. Complete this Item 2.B. only if you are reporting to the SEC as an exempt reporting
adviser. Check all that apply. You:
(1) qualify for the exemption from registration as an adviser solely to one or more
venture capital funds, as defined in rule 203(l)-1;
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(2) qualify for the exemption from registration because you act solely as an adviser
to private funds and have assets under management, as defined in rule
203(m)-1, in the United States of less than $150 million;
(3) act solely as an adviser to private funds but you are no longer eligible to check
box 2.B.(2) because you have assets under management, as defined in rule
203(m)-1, in the United States of $150 million or more.
If you check box (2) or (3), complete Section 2.B. of Schedule D.
State Securities Authority Notice Filings and State Reporting by Exempt Reporting
Advisers
C. Under state laws, SEC-registered advisers may be required to provide to state securities
authorities a copy of the Form ADV and any amendments they file with the SEC. These
are called notice filings. In addition, exempt reporting advisers may be required to
provide state securities authorities with a copy of reports and any amendments they file
with the SEC. If this is an initial application or report, check the box(es) next to the
state(s) that you would like to receive notice of this and all subsequent filings or reports
you submit to the SEC. If this is an amendment to direct your notice filings or reports to
additional state(s), check the box(es) next to the state(s) that you would like to receive
notice of this and all subsequent filings or reports you submit to the SEC. If this is an
amendment to your registration to stop your notice filings or reports from going to
state(s) that currently receive them, uncheck the box(es) next to those state(s).
AL CT HI KY MN NH OH SC VI
AK DE ID LA MS NJ OK SD VA
AZ DC IL ME MO NM OR TN WA
AR FL IN MD MT NY PA TX WV
CA GA IA MA NE NC PR UT WI
CO GU KS MI NV ND RI VT
If you are amending your registration to stop your notice filings or reports from going to
a state that currently receives them and you do not want to pay that state’s notice filing
or report filing fee for the coming year, your amendment must be filed before the end of
the year (December 31).
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Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the
filing adviser only.
A. How are you organized?
Corporation Sole Proprietorship Limited Liability Partnership (LLP)
Partnership Limited Liability Company (LLC) Limited Partnership (LP)
Other (specify):______________________________________________________
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year? ___________________________
C. Under the laws of what state or country are you organized? _____________________
If you are a partnership, provide the name of the state or country under whose laws
your partnership was formed. If you are a sole proprietor, provide the name of the state
or country where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 4 Successions
A. Are you, at the time of this filing, succeeding to the business of a registered investment
adviser, including, for example, a change of your structure or legal status (e.g., form of
organization or state of incorporation)?
Yes No
If “yes,” complete Item 4.B. and Section 4 of Schedule D.
B. Date of Succession: _____________________
(mm/dd/yyyy)
If you have already reported this succession on a previous Form ADV filing, do not
report the succession again. Instead, check “No.” See Part 1A Instruction 4.
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Item 5 Information About Your Advisory Business
Responses to this Item help us understand your business, assist us in preparing for on-site
examinations, and provide us with data we use when making regulatory policy. Part 1A
Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item
5.
Employees
If you are organized as a sole proprietorship, include yourself as an employee in your
responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more
than one function, you should count that employee in each of your responses to Items 5.B.(1),
(2), (3), (4) and (5).
A. Approximately how many employees do you have? Include full- and part-time employees
but do not include any clerical workers.
_____________________
B. (1) Approximately how many of the employees reported in 5.A. perform investment
advisory functions (including research)?
_____________________
(2) Approximately how many of the employees reported in 5.A. are registered
representatives of a broker-dealer?
_____________________
(3) Approximately how many of the employees reported in 5.A. are registered with one
or more state securities authorities as investment adviser representatives?
_____________________
(4) Approximately how many of the employees reported in 5.A. are registered with one
or more state securities authorities as investment adviser representatives for an
investment adviser other than you?
_____________________
(5) Approximately how many of the employees reported in 5.A. are licensed agents of an
insurance company or agency?
_____________________
(6) Approximately how many firms or other persons solicit advisory clients on your
behalf?
_____________________
In your response to Item 5.B.(6), do not count any of your employees and count a firm
only once - do not count each of the firm’s employees that solicit on your behalf.
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Clients
In your responses to Items 5.C. and 5.D. do not include as “clients” the investors in a private
fund you advise, unless you have a separate advisory relationship with those investors.
C. (1) To approximately how many clients for whom you do not have regulatory assets
under management did you provide investment advisory services during your most
recently completed fiscal year? _________________
0 1-10 11-25 26-100
If more than 100, how many? ______ (round to the nearest 100)
(2) Approximately what percentage of your clients are non-United States persons?
______%
D. For purposes of this Item 5.D., the category “individuals” includes trusts, estates, and
401(k) plans and IRAs of individuals and their family members, but does not include
businesses organized as sole proprietorships.
The category “business development companies” consists of companies that have made
an election pursuant to section 54 of the Investment Company Act of 1940. Unless you
provide advisory services pursuant to an investment advisory contract to an investment
company registered under the Investment Company Act of 1940, check “None” in response
to Item 5.D.(1)(d) and do not check any of the boxes in response to Item 5.D.(2)(d).answer
(d)(1) or (d)(3) below.
(1) What types of clients do you have? Indicate the approximate percentage that each type of
client comprises of your total number of your clients and . If a client fits into more than one
category, check all that apply. (2) Indicate the approximate amount of your total regulatory
assets under management (reported in Item 5.F. below) attributable to each of the
following type of client. If you have fewer than 5 clients in a particular category (other
than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1).
The aggregate amount of regulatory assets under management reported in Item 5.D.(3)
should equal the total amount of regulatory assets under management reported in Item
5.F.(2)(c) below.
If a client fits into more than one category, select one category that most accurately
represents the client to avoid double counting clients and assets. If you advise a
registered investment company, business development company, or pooled investment
vehicle, report those assets in categories (d), (e), and (f) as applicable.
None 10% 25% 50% 75%99% 100%
(a) Individuals (other than high net worth individuals)
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(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f) Pooled investment vehicles (other thaninvestment companies)
(g) Pensionprofit sharing plans (but not the plan participants)
(h) Charitable organizations
(i) Corporations or other businesses not listed above
(j) State or municipal government entities
(k) Other investment advisers
(l) Insurance companies
(m) Other: ___________________________
check all that apply.
None 25% 50% 75% >75%
(a) Individuals (other than high net worth individuals)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f) Pooled investment vehicles (other than investment companies)
(g)Pension profit sharing plans (but not the plan participants)
(h) Charitable organizations
(i) Corporations or other businesses not listed above
(j) State or municipal government entities
(k) Other investment advisers
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(l) Insurance companies
(m) Other: ___________________________
Type of Client (1) Number of
Client(s)
(2) Fewer than 5
Clients
(3) Amount of
Regulatory Assets
under Management
(a) Individuals (other
than high net worth
individuals)
(b) High net worth
individuals
(c) Banking or thrift
institutions
(d) Investment
companies
(e) Business
development
companies
(f) Pooled investment
vehicles (other than
investment
companies and
business
development
companies)
(g) Pension and profit
sharing plans (but not
the plan participants
or government
pension plans)
(h) Charitable
organizations
(i) State or municipal
government entities
(including
government pension
plans)
(j) Other investment
advisers
(k) Insurance
companies
(l) Sovereign wealth
funds and foreign
official institutions
(m) Corporations or
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other businesses not
listed above
(n) Other: _________
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify): ________________________________________________
Regulatory Assets Under Management
F. (1) Do you provide continuous and regular supervisory or management services to
securities portfolios? Yes No
(2) If yes, what is the amount of your regulatory assets under management and total
number of accounts?
U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $_____________.00 (d) _____________
Non-Discretionary: (b) $_____________.00 (e) _____________
Total: (c) $_____________.00 (f) _____________
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under
management. You must follow these instructions carefully when completing this Item.
(3) What is the approximate amount of your total regulatory assets under management
(reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States
persons? _____________
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Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply.
(1) Financial planning services
(2) Portfolio management for individuals and/or small businesses
(3) Portfolio management for investment companies (as well as “business
development companies” that have made an election pursuant to section 54 of
the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment
companies)
(5) Portfolio management for businesses (other than small businesses) or
institutional clients (other than registered investment companies and other
pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers)
(8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other (specify):_____________________________________________
Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment
advisory contract to an investment company registered under the Investment Company Act of
1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of
the investment company or investment companies to which you provide advice in Section
5.G.(3) of Schedule D.
H. If you provide financial planning services, to how many clients did you provide these
services during your last fiscal year?
0 1-10 11-25 26-50 51-100 101-250 251-500
More than 500 If more than 500, how many? _______ (round to the nearest 500)
In your responses to this Item 5.H., do not include as “clients” the investors in a private fund
you advise, unless you have a separate advisory relationship with those investors.
I. (1) Do you participate in a wrap fee program? Yes No
(2) If you participate in a wrap fee program, do you (check all that apply):what is the
amount of your regulatory assets under management attributable to acting as:
(1(a) sponsor theto a wrap fee program? $_________
(2) act as a (b) portfolio manager for a wrap fee program? $_________
(c) sponsor to and portfolio manager for the same wrap fee program? $__________
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If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or
Item 5.I.(2)(b).
If you are a portfolio manager for a wrap fee program, list the names of the programs,
their sponsors and related information in Section 5.I.(2) of Schedule D.
If your involvement in a wrap fee program is limited to recommending wrap fee
programs to your clients, or you advise a mutual fund that is offered through a wrap fee
program, do not check either Item 5.I.(1) or 5.I(enter any amounts in response to Item
5.I.(2).
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide
investment advice only with respect to limited types of investments?
Yes No
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different
method than the method used to compute your regulatory assets under management?
Yes No
K. Separately Managed Account Clients
(1) Do you have regulatory assets under management attributable to clients other than
those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?
Yes No
If yes, complete Section 5.K.(1) of Schedule D.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed
account clients that you advise? Yes No
If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed
account clients that you advise? Yes No
If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory
assets under management, does any custodian hold ten percent or more of this
remaining amount of regulatory assets under management? Yes No
If yes, complete Section 5.K.(3) of Schedule D for each custodian.
18
Item 6 Other Business Activities
In this Item, we request information about your firm’s other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or
exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):____________________________
If you engage in other business using a name that is different from the names reported in
Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than
giving investment advice)? Yes No
(2) If yes, is this other business your primary business? Yes No
If “yes,” describe this other business on Section 6.B.(2) of Schedule D, and if you
engage in this business under a different name, provide that name.
(3) Do you sell products or provide services other than investment advice to your
advisory clients? Yes No
If “yes,” describe this other business on Section 6.B.(3) of Schedule D, and if you
engage in this business under a different name, provide that name.
19
Item 7 Financial Industry Affiliations and Private Fund Reporting
In this Item, we request information about your financial industry affiliations and activities. This
information identifies areas in which conflicts of interest may occur between you and your
clients.
A. This part of Item 7 requires you to provide information about you and your related
persons, including foreign affiliates. Your related persons are all of your advisory
affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or
dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or
exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled
investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled
investment vehicles
Note that Item 7.A. should not be used to disclose that some of your employees perform
investment advisory functions or are registered representatives of a broker-dealer. The
number of your firm’s employees who perform investment advisory functions should be
disclosed under Item 5.B.(1). The number of your firm’s employees who are registered
representatives of a broker-dealer should be disclosed under Item 5.B.(2).
Note that if you are filing an umbrella registration, you should not check Item 7.A.(2)
with respect to your relying advisers, and you do not have to complete Section 7.A. in
Schedule D for your relying advisers. You should complete a Schedule R for each
relying adviser.
For each related person, including foreign affiliates that may not be registered or
required to be registered in the United States, complete Section 7.A. of Schedule D.
20
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you
have no business dealings with the related person in connection with advisory services
you provide to your clients; (2) you do not conduct shared operations with the related
person; (3) you do not refer clients or business to the related person, and the related
person does not refer prospective clients or business to you; (4) you do not share
supervised persons or premises with the related person; and (5) you have no reason to
believe that your relationship with the related person otherwise creates a conflict of
interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified
custodian in connection with advisory services you provide to your clients (other than
any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether
you have determined the related person to be operationally independent under rule
206(4)-2 of the Advisers Act.
B. Are you an adviser to any private fund? Yes No
If “yes,” then for each private fund that you advise, you must complete a Section 7.B.(1)
of Schedule D, except in certain circumstances described in the next sentence and in
Instruction 6 of the Instructions to Part 1A. If you are registered or applying for
registration with the SEC or reporting as an SEC exempt reporting adviser, and another
SEC-registered adviser or SEC exempt reporting adviser reports this information with
respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if
you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that
private fund. You must, instead, complete Section 7.B.(2) of Schedule D.
In either case, if you seek to preserve the anonymity of a private fund client by
maintaining its identity in your books and records in numerical or alphabetical code, or
similar designation, pursuant to rule 204-2(d), you may identify the private fund in
Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of
the fund’s name.
Item 8 Participation or Interest in Client Transactions
In this Item, we request information about your participation and interest in your clients’
transactions. This information identifies additional areas in which conflicts of interest may occur
between you and your clients. Newly-formed advisers should base responses to these questions
on the types of participation and interest that you expect to engage in during the next year.
Like Item 7, Item 8 requires you to provide information about you and your related persons,
including foreign affiliates.
21
Proprietary Interest in Client Transactions
A. Do you or any related person:
Yes No
(1) buy securities for yourself from advisory clients, or sell securities
you own to advisory clients (principal transactions)?
(2) buy or sell for yourself securities (other than shares of mutual funds)
that you also recommend to advisory clients?
(3) recommend securities (or other investment products) to advisory
clients in which you or any related person has some other
proprietary (ownership) interest (other than those mentioned in
Items 8.A.(1) or (2))?
Sales Interest in Client Transactions
B. Do you or any related person:
Yes No
(1) as a broker-dealer or registered representative of a broker-dealer,
execute securities trades for brokerage customers in which advisory
client securities are sold to or bought from the brokerage customer
(agency cross transactions)?
(2) recommend to advisory clients, or act as a purchaser representative
for advisory clients with respect to, the purchase of securities to advisory clients for
which you or any related person serves as underwriter or general
or managing partner, or purchaser representative?
(3) recommend purchase or sale of securities to advisory clients for
which you or any related person has any other sales interest (other
than the receipt of sales commissions as a broker or registered
representative of a broker-dealer)?
Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to
determine the: Yes No
(1) securities to be bought or sold for a client’s account?
(2) amount of securities to be bought or sold for a client’s account?
(3) broker or dealer to be used for a purchase or sale of securities for
a client’s account?
22
(4) commission rates to be paid to a broker or dealer for a client’s
securities transactions?
D. If you answer “yes” to C.(3) above, are any of the brokers or dealers
related persons?
E. Do you or any related person recommend brokers or dealers to clients?
F. If you answer “yes” to E. above, are any of the brokers or dealers
related persons?
G. (1) Do you or any related person receive research or other products
or services other than execution from a broker-dealer or a third
party (“soft dollar benefits”) in connection with client securities
transactions?
(2) If “yes” to G.(1) above, are all the “soft dollar benefits” you or
any related persons receive eligible “research or brokerage services”
under section 28(e) of the Securities Exchange Act of 1934?
H. (1) Do you or any related person, directly or indirectly, compensate
any person that is not an employee for client referrals?
(2) Do you or any related person, directly or indirectly, provide any
employee compensation that is specifically related to obtaining
clients for the firm (cash or non-cash compensation in addition
to the employee’s regular salary)?
I. Do you or any related person, including any employee, directly or
indirectly, receive compensation from any person (other than you or
any related person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.
In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that
you or a related person gave to (in answering Item 8.H.) or received from (in answering
Item 8.I.) any person in exchange for client referrals, including any bonus that is based,
at least in part, on the number or amount of client referrals.
Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients
that are investment companies registered under the Investment Company Act of 1940) assets and
about your custodial practices.
A. (1) Do you have custody of any advisory clients’: Yes No
23
(a) cash or bank accounts ?
(b) securities?
If you are registering or registered with the SEC, answer “No” to Item 9.A.(1)(a) and (b)
if you have custody solely because (i) you deduct your advisory fees directly from your
clients’ accounts, or (ii) a related person has custody of client assets in connection with
advisory services you provide to clients, but you have overcome the presumption that you
are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the
related person.
(2) If you checked “yes” to Item 9.A.(1)(a) or (b), what is the approximate amount of
client funds and securities and total number of clients for which you have custody:
U.S. Dollar Amount Total Number of Clients
(a) $_______________ (b) _________________
If you are registering or registered with the SEC and you have custody solely because
you deduct your advisory fees directly from your clients’ accounts, do not include the
amount of those assets and the number of those clients in your response to Item 9.A.(2).
If your related person has custody of client assets in connection with advisory services
you provide to clients, do not include the amount of those assets and the number of those
clients in your response to Item 9.A.(2). Instead, include that information in your
response to Item 9.B.(2).
B. (1) In connection with advisory services you provide to clients, do any of your related
persons have custody of any of your advisory clients’: Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or
(b).
(2) If you checked “yes” to Item 9.B.(1)(a) or (b), what is the approximate amount of
client funds and securities and total number of clients for which your related
persons have custody:
U.S. Dollar Amount Total Number of Clients
(a) $_______________ (b) _________________
C. If you or your related persons have custody of client funds or securities in connection
with advisory services you provide to clients, check all the following that apply:
24
(1) A qualified custodian(s) sends account statements at least quarterly to the
investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment
vehicle(s) that you manage and the audited financial statements are distributed
to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of
client funds and securities.
(4) An independent public accountant prepares an internal control report with
respect to custodial services when you or your related persons are qualified
custodians for client funds and securities.
If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the
accountants that are engaged to perform the audit or examination or prepare an internal
control report. (If you checked Item 9.C.(2), you do not have to list auditor information
in Section 9.C. of Schedule D if you already provided this information with respect to the
private funds you advise in Section 7.B.(1) of Schedule D).
D. Do you or your related person(s) act as qualified custodians for your clients in
connection with advisory services you provide to clients?
Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s)
If you checked “yes” to Item 9.D.(2), all related persons that act as qualified custodians
(other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be
identified in Section 7.A. of Schedule D, regardless of whether you have determined the
related person to be operationally independent under rule 206(4)-2 of the Advisers Act.
E. If you are filing your annual updating amendment and you were subject to a surprise
examination by an independent public accountant during your last fiscal year, provide the
date (MM/YYYY) the examination commenced: ___________________
F. If you or your related persons have custody of client funds or securities, how many
persons, including, but not limited to, you and your related persons, act as qualified
custodians for your clients in connection with advisory services you provide to clients?
____________
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you
are filing an umbrella registration, the information in Item 10 should be provided for the filing
adviser only.
25
If you are submitting an initial application or report, you must complete Schedule A and
Schedule B. Schedule A asks for information about your direct owners and executive
officers. Schedule B asks for information about your indirect owners. If this is an
amendment and you are updating information you reported on either Schedule A or Schedule
B (or both) that you filed with your initial application or report, you must complete Schedule
C.
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly,
control your management or policies? Yes No
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a
public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of
1934, please complete Section 10.B. of Schedule D.
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history
of all your advisory affiliates. We use this information to determine whether to grant your
application for registration, to decide whether to revoke your registration or to place limitations
on your activities as an investment adviser, and to identify potential problem areas to focus on
during our on-site examinations. One event may result in “yes” answers to more than one of the
questions below. In accordance with General Instruction 5 to Form ADV, “you” and “your”
include the filing adviser and all relying advisers under an umbrella registration.
Your advisory affiliates are: (1) all of your current employees (other than employees performing
only clerical, administrative, support or similar functions); (2) all of your officers, partners, or
directors (or any person performing similar functions); and (3) all persons directly or indirectly
controlling you or controlled by you. If you are a “separately identifiable department or
division” (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates
are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you
may limit your disclosure of any event listed in Item 11 to ten years following the date of the
event. If you are registered or registering with a state, you must respond to the questions as
posed; you may, therefore, limit your disclosure to ten years following the date of an event only
in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For
purposes of calculating this ten-year period, the date of an event is the date the final order,
judgment, or decree was entered, or the date any rights of appeal from preliminary orders,
judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page (“DRP”) for “yes” answers to the
questions in this Item 11.
Yes No
26
Do any of the events below involve you or any of your supervised persons?
For “yes” answers to the following questions, complete a Criminal Action DRP:
Yes No
A. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”)
in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt
reporting adviser, you may limit your response to Item 11.A.(2) to charges that are
currently pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere (“no contest”)
in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false
statements, or omissions, wrongful taking of property, bribery,
perjury, forgery, counterfeiting, extortion, or a conspiracy to commit
any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt
reporting adviser, you may limit your response to Item 11.B.(2) to charges that are
currently pending.
For “yes” answers to the following questions, complete a Regulatory Action DRP:
Yes No
C. Has the SEC or the Commodity Futures Trading Commission
(CFTC) ever:
(1) found you or any advisory affiliate to have made a false statement
or omission?
(2) found you or any advisory affiliate to have been involved in a
violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an
investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
27
(4) entered an order against you or any advisory affiliate in connection
with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or
ordered you or any advisory affiliate to cease and desist from any
activity?
D. Has any other federal regulatory agency, any state regulatory agency,
or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false
statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in
a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an
investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory
affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate’s
registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment-related
business or restricted your or any advisory affiliate’s activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement
or omission?
(2) found you or any advisory affiliate to have been involved in a
violation of its rules (other than a violation designated as a
“minor rule violation” under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an
investment-related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliate by expelling or
suspending you or the advisory affiliate from membership,
barring or suspending you or the advisory affiliate from association
with other members, or otherwise restricting your or the advisory
affiliate’s activities?
28
F. Has an authorization to act as an attorney, accountant, or federal
contractor granted to you or any advisory affiliate ever been revoked
or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory
proceeding that could result in a “yes” answer to any part of Item 11.C.,
11.D., or 11.E.?
For “yes” answers to the following questions, complete a Civil Judicial Action DRP:
Yes No
H. (1) Has any domestic or foreign court:
(a) in the past ten years, enjoined you or any advisory affiliate in
connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in
a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an
investment-related civil action brought against you or any
advisory affiliate by a state or foreign financial regulatory
authority?
(2) Are you or any advisory affiliate now the subject of any civil
proceeding that could result in a “yes” answer to any part of
Item 11.H.(1)?
Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on
small entities. In order to do this, we need to determine whether you meet the definition of
“small business” or “small organization” under rule 0-7.
Answer this Item 12 only if you are registered or registering with the SEC and you indicated in
response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25
million. You are not required to answer this Item 12 if you are filing for initial registration as a
state adviser, amending a current state registration, or switching from SEC to state registration.
For purposes of this Item 12 only:
Total Assets refers to the total assets of a firm, rather than the assets managed on behalf
of clients. In determining your or another person’s total assets, you may use the total assets
shown on a current balance sheet (but use total assets reported on a consolidated balance
sheet with subsidiaries included, if that amount is larger).
29
Control means the power to direct or cause the direction of the management or policies of
a person, whether through ownership of securities, by contract, or otherwise. Any person
that directly or indirectly has the right to vote 25 percent or more of the voting securities, or
is entitled to 25 percent or more of the profits, of another person is presumed to control the
other person.
Yes No
A. Did you have total assets of $5 million or more on the last day of your
most recent fiscal year?
If “yes,” you do not need to answer Items 12.B. and 12.C.
B. Do you:
(1) control another investment adviser that had regulatory assets under
management (calculated in response to Item 5.F.(2)(c) of Form
ADV) of $25 million or more on the last day of its most recent
fiscal year?
(2) control another person (other than a natural person) that had total
assets of $5 million or more on the last day of its most recent
fiscal year?
C. Are you:
(1) controlled by or under common control with another investment
adviser that had regulatory assets under management (calculated
in response to Item 5.F.(2)(c) of Form ADV) of $25 million or
more on the last day of its most recent fiscal year?
(2) controlled by or under common control with another person
(other than a natural person) that had total assets of $5 million
or more on the last day of its most recent fiscal year?
30
FORM ADV Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A
asks for information about your direct owners and executive officers. Use Schedule C to
amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief
Legal Officer, Chief Compliance Officer (Chief Compliance Officer is required if you are
registered or applying for registration and cannot be more than one individual), director
and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or
more of a class of your voting securities, unless you are a public reporting company (a
company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or
has the power to sell or direct the sale of, 5% or more of a class of your voting securities.
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by
his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60
days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special
partners that have the right to receive upon dissolution, or have contributed, 5% or more
of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or
that has the right to receive upon dissolution, or has contributed, 5% or more of your
capital, the trust and each trustee; and
(e) if you are organized as a limited liability company (“LLC”), (i) those members that have
the right to receive upon dissolution, or have contributed, 5% or more of your capital, and
(ii) if managed by elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No
4. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the
owner is an entity incorporated or domiciled in a foreign country, or “I” if the owner or
executive officer is an individual.
31
5. Complete the Title or Status column by entering board/management titles; status as partner,
trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% C - 25% but less than 50%
A - 5% but less than 10% D - 50% but less than 75%
B - 10% but less than 25% E - 75% or more
7. (a) In the Control Person column, enter “Yes” if the person has control as defined in the
Glossary of Terms to Form ADV, and enter “No” if the person does not have control.
Note that under this definition, most executive officers and all 25% owners, general
partners, elected managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Sections
12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL
LEGAL
NAME
(Individuals:
Last Name,
First Name,
Middle
Name)
DE/FE/I Title or
Status
Date Title or
Status
Acquired
MM/YYYY
Ownership
Code
Control
Person
PR
CRD No.
If None:
S.S. No.
and Date
of Birth,
IRS Tax
No. or
Employer
ID No.
| |
| |
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32
FORM ADV Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application or report. Schedule B
asks for information about your indirect owners; you must first complete Schedule A, which
asks for information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual
owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially
owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a
class of a voting security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by
his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60
days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and
special partners that have the right to receive upon dissolution, or have contributed, 25%
or more of the partnership’s capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company (“LLC”), (i) those members
that have the right to receive upon dissolution, or have contributed, 25% or more of the
LLC’s capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public
reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is
reached, no further ownership information need be given.
4. In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the
owner is an entity incorporated or domiciled in a foreign country, or “I” if the owner is an
individual.
5. Complete the Status column by entering the owner’s status as partner, trustee, elected
manager, shareholder, or member; and for shareholders or members, the class of securities
owned (if more than one is issued).
33
6. Ownership codes are: C - 25% but less than 50% D - 50% but less than 75%
E - 75% or more F - Other (general partner, trustee, or
elected manager)
7. (a) In the Control Person column, enter “Yes” if the person has control as defined in the
Glossary of Terms to Form ADV, and enter “No” if the person does not have control.
Note that under this definition, most executive officers and all 25% owners, general
partners, elected managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Sections
12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL
LEGAL
NAME
(Individuals:
Last Name,
First Name,
Middle
Name)
DE/FE/I Ent
ity
in
Wh
ich
Inte
rest
is
Ow
ned
Status Date Status
Acquired
MM/YYYY
Ownership
Code
Control
Person
PR
CRD No.
If None:
S.S. No.
and Date
of Birth,
IRS Tax
No. or
Employer
ID No.
| |
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34
FORM ADV Schedule C
Amendments to Schedules A and B
1. Use Schedule C only to amend information requested on either Schedule A or Schedule B.
Refer to Schedule A and Schedule B for specific instructions for completing this Schedule C.
Complete each column.
2. In the Type of Amendment column, indicate “A” (addition), “D” (deletion), or “C” (change
in information about the same person).
3. Ownership codes are: NA - less than 5% D - 50% but less than 75%
A - 5% but less than 10% E - 75% or more
B - 10% but less than 25% G - Other (general partner, trustee, or
C - 25% but less than 50% elected member)
4. List below all changes to Schedule A (Direct Owners and Executive Officers):
FULL
LEGAL
NAME
(Indivi-
duals:
Last
Name,
First
Name,
Middle
Name)
DE/FE/I Type of
Amendment
Title
or
Status
Date Title
or Status
Acquired
MM/YYYY
Ownership
Code
Control
Person
PR
CRD No.
If None:
S.S. No.
and Date
of Birth,
IRS Tax
No. or
Employer
ID No.
| |
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| |
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35
5. List below all changes to Schedule B (Indirect Owners):
FULL
LEGAL
NAME
(Indivi-
duals:
Last
Name,
First
Name,
Middle
Name)
DE/FE
/I
Type of
Amendment
Title
or
Status
Date Title
or Status
Acquired
MM/YYYY
Ownership
Code
Control
Person
PR
CRD
No. If
None:
S.S. No.
and Date
of Birth,
IRS Tax
No. or
Employe
r ID No.
| |
| |
| |
| |
| |
| |
| |
| |
| |
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| |
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36
FORM ADV Schedule D ---------------------------------------------------------------------------------------------------------------------
Certain items in Part 1A of Form ADV require additional information on Schedule D. Use this
Schedule D to report details for items listed below. Report only new information or
changes/updates to previously submitted information. Do not repeat previously submitted
information.
---------------------------------------------------------------------------------------------------------------------
This is an INITIAL or AMENDED Schedule D
______________________________________________________________________________
SECTION 1.B. Other Business Names
List your other business names and the jurisdictions in which you use them. You must complete
a separate Schedule D Section 1.B. for each business name.
Check only one box: Add Delete Amend
Name _______________________________ Jurisdictions ____________________________
______________________________________________________________________________
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of
business, at which you conduct investment advisory business. You must complete a separate
Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are
registered only with the SEC, or if you are an exempt reporting adviser, list only the largest
twenty-five offices (in terms of numbers of employees).
Check only one box: Add Delete
______________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
___________________________________ __________________________________
(area code) (telephone number) (area code) (facsimile number, if any)
If this office location is also required to be registered with FINRA or a state securities authority
as a branch office location for a broker-dealer or investment adviser on the Uniform Branch
Office Registration Form (Form BR), please provide the CRD Branch Number here:__________
37
How many employees perform investment advisory functions from this office location? _______
Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered
or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
_____________________________________________________________________
______________________________________________________________________________
SECTION 1.I. Website Addresses
List your website addresses., including addresses for accounts on publicly available social media
platforms where you control the content (including, but not limited to, Twitter, Facebook and/or
LinkedIn). You must complete a separate Schedule D Section 1.I. for each website addressor
account on a publicly available social media platform.
Check only one box: Add Delete
Website Address: ________________________________________________
Address of Website/Account on Publicly Available Social Media Platform:
__________________________________
______________________________________________________________________________
38
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records,
other than your principal office and place of business. You must complete a separate Schedule
D, Section 1.L. for each location.
Check only one box: Add Delete Amend
Name of entity where books and records are kept:______________________________________
______________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
___________________________________ __________________________________
(area code) (telephone number) (area code) (facsimile number, if any)
This is (check one): one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location. __________________________
___________________________________________________________________________
______________________________________________________________________________
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
List the name and country, in English, of each foreign financial regulatory authority with which
you are registered. You must complete a separate Schedule D Section 1.M. for each foreign
financial regulatory authority with whom you are registered.
Check only one box: Add Delete
Name of Foreign Financial Regulatory Authority ___________________________________
Name of Country ____________________________________________________________
______________________________________________________________________________
39
SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration
because you control, are controlled by, or are under common control with an investment adviser
that is registered with the SEC and your principal office and place of business is the same as that
of the registered adviser, provide the following information:
Name of Registered Investment Adviser _____________________________________________
CRD Number of Registered Investment Adviser ______________________________________
SEC Number of Registered Investment Adviser 801-___________________________________
______________________________________________________________________________
SECTION 2.A.(9) Newly Formed Investment Adviser Expecting to be Eligible for Commission
Registration within 120 Days
If you are relying on rule 203A-2(c), the newly formed adviser exemption from the prohibition on
registration available to an adviser that expects to be eligible for SEC registration within 120
days, you are required to make certain representations about your eligibility for SEC registration.
By checking the appropriate boxes, you will be deemed to have made the required
representations. You must make both of these representations:
I am not registered or required to be registered with the SEC or a state securities
authority and I have a reasonable expectation that I will be eligible to register with
the SEC within 120 days after the date my registration with the SEC becomes
effective.
I undertake to withdraw from SEC registration if, on the 120th day after my
registration with the SEC becomes effective, I would be prohibited by Section
203A(a) of the Advisers Act from registering with the SEC.
_____________________________________________________________________________
SECTION 2.A.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on
registration, you are required to make certain representations about your eligibility for SEC
registration. By checking the appropriate boxes, you will be deemed to have made the required
representations.
If you are applying for registration as an investment adviser with the SEC, you must make both
of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am
required by the laws of 15 or more states to register as an investment adviser with the
state securities authorities in those states.
I undertake to withdraw from SEC registration if I file an amendment to this
registration indicating that I would be required by the laws of fewer than 15 states to
register as an investment adviser with the state securities authorities of those states.
40
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the
applicable state and federal laws and have concluded that I am required by the laws of
at least 15 states to register as an investment adviser with the state securities
authorities in those states.
______________________________________________________________________________
SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration,
provide the following information:
Application Number: 803-___________ Date of order: _____________
(mm/dd/yyyy)
______________________________________________________________________________
SECTION 2.B. Private Fund Assets
If you check Item 2.B.(2) or (3), what is the amount of the private fund assets that you manage?
________________.
NOTE: “Private fund assets” has the same meaning here as it has under rule 203(m)-1. If you
are an investment adviser with its principal office and place of business outside the United States
only include private fund assets that you manage at a place of business in the United States.
______________________________________________________________________________
SECTION 4 Successions
Complete the following information if you are succeeding to the business of a currently
registered investment adviser, including a change of your structure or legal status (e.g., form of
organization or state of incorporation). If you acquired more than one firm in the succession you
are reporting on this Form ADV, you must complete a separate Schedule D Section 4 for each
acquired firm. See Part 1A Instruction 4.
Name of Acquired Firm ____________________________________________
Acquired Firm’s SEC File No. (if any) 801-___________
Acquired Firm’s CRD Number (if any) ______
______________________________________________________________________________
41
SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development
Companies
If you check Item 5.G.(3), what is the SEC file number (811 or 814 number) of each of the
registered investment companies and business development companies to which you act as an
adviser pursuant to an advisory contract? You must complete a separate Schedule D Section
5.G.(3) for each registered investment company and business development company to which
you act as an adviser.
Check only one box: Add Delete
SEC File Number 811- or 814-_____________
Provide the regulatory assets under management of all parallel managed accounts related to a
registered investment company (or series thereof) or business development company that you
advise. $_______________________
______________________________________________________________________________
SECTION 5.I.(2) Wrap Fee Programs
If you are a portfolio manager for one or more wrap fee programs, list the name of each program
and its sponsor. You must complete a separate Schedule D Section 5.I.(2) for each wrap fee
program for which you are a portfolio manager.
Check only one box: Add Delete Amend
Name of Wrap Fee Program ______________________________________________________
Name of Sponsor _______________________________________________________________
Sponsor’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) ________________
Sponsor’s CRD Number (if any): _________________
______________________________________________________________________________
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets
under management, indicate the approximate percentage of this remaining amount attributable to
each of the following categories of assets. If the remaining amount is at least $10 billion in
regulatory assets under management, complete Question (a). If the remaining amount is less
than $10 billion in regulatory assets under management, complete Question (b).
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be
reported below.
42
If you are a subadviser to a separately managed account, you should only provide information
with respect to the portion of the account that you subadvise.
End of year refers to the date used to calculate your regulatory assets under management for
purposes of your annual updating amendment. Mid-year is the date six months before the end of
year date. Each column should add up to 100% and numbers should be rounded to the nearest
percent.
Investments in derivatives, registered investment companies, business development companies,
and pooled investment vehicles should be reported in those categories. Do not report those
investments based on related or underlying portfolio assets. Cash equivalents include bank
deposits, certificates of deposit, bankers’ acceptances and similar bank instruments.
Some assets could be classified into more than one category or require discretion about which
category applies. You may use your own internal methodologies and the conventions of your
service providers in determining how to categorize assets, so long as the methodologies or
conventions are consistently applied and consistent with information you report internally and to
current and prospective clients. However, you should not double count assets, and your
responses must be consistent with any instructions or other guidance relating to this Section.
(a)
Asset Type Mid-year End of year
(i) Exchange-Traded Equity
Securities
_____%
(ii) Non Exchange-Traded
Equity Securities
(iii) U.S. Government/Agency
Bonds
(iv) U.S. State and Local
Bonds
(v) Sovereign Bonds
(vi) Investment Grade
Corporate Bonds
(vii) Non-Investment Grade
Corporate Bonds
(viii) Derivatives
(ix) Securities Issued by
Registered Investment
Companies or Business
Development Companies
(x) Securities Issued by
Pooled Investment Vehicles
(other than Registered
Investment Companies or
43
Business Development
Companies)
(xi) Cash and Cash
Equivalents
(xii) Other
Generally describe any assets included in “Other”____________________________________
(b)
Asset Type End of year
(i) Exchange-Traded Equity
Securities
_____%
(ii) Non Exchange-Traded
Equity Securities
(iii) U.S. Government/Agency
Bonds
(iv) U.S. State and Local
Bonds
(v) Sovereign Bonds
(vi) Investment Grade
Corporate Bonds
(vii) Non-Investment Grade
Corporate Bonds
(viii) Derivatives
(ix) Securities Issued by
Registered Investment
Companies or Business
Development Companies
(x) Securities Issued by
Pooled Investment Vehicles
(other than Registered
Investment Companies or
Business Development
Companies)
(xi) Cash and Cash
Equivalents
(xii) Other
Generally describe any assets included in “Other”____________________________________
_____________________________________________________________________________
44
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowings and Derivatives
If your regulatory assets under management attributable to separately managed accounts are at
least $10 billion, you should complete Question (a). If your regulatory assets under management
attributable to separately managed accounts are at least $500 million but less than $10 billion,
you should complete Question (b).
(a)
In the table below, provide the following information regarding the separately managed accounts
you advise. If you are a subadviser to a separately managed account, you should only provide
information with respect to the portion of the account that you subadvise. End of year refers to
the date used to calculate your regulatory assets under management for purposes of your annual
updating amendment. Mid-year is the date six months before the end of year date.
In column 1, indicate the regulatory assets under management attributable to separately managed
accounts associated with each level of gross notional exposure. For purposes of this table, the
gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a)
the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii)
the regulatory assets under management of the account.
In column 2, provide the dollar amount of borrowings for the accounts included in column 1.
In column 3, provide aggregate gross notional value of derivatives divided by the aggregate
regulatory assets under management of the accounts included in column 1 with respect to each
category of derivatives specified in 3(a) through (f).
You may, but are not required to, complete the table with respect to any separately managed
account with regulatory assets under management of less than $10,000,000.
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be
reported below.
(i) Mid-Year
Gross
Notional
Expo-
sure
1
Regula-
tory
Assets
Under
Manage-
ment
2
Borrow-
ings
3
Derivative
Exposures
(a) Interest
Rate
(b)
Foreign
(c)
Credit
(d) Equity
Derivative
(e)
Commo-
(f)
Other
45
Derivative Exchange
Derivative
Deriv-
ative
dity
Derivative
Deriv
-ative
Less
than
10%
10-149%
150% or
more
Optional: Use the space below to provide a narrative description of the strategies and/or manner
in which borrowings and derivatives are used in the management of the separately managed
accounts that you advise.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(ii) End of Year
Gross
Notional
Expo-
sure
1
Regula-
tory
Assets
Under
Manage-
ment
2
Borrow-
ings
3
Derivative
Exposures
(a) Interest
Rate
Derivative
(b)
Foreign
Exchange
Derivative
(c)
Credit
Deriv-
ative
(d) Equity
Derivative
(e)
Commo-
dity
Derivative
(f)
Other
Deriv
-ative
Less
than
10%
10-149%
150% or
more
Optional: Use the space below to provide a narrative description of the strategies and/or manner
in which borrowings and derivatives are used in the management of the separately managed
accounts that you advise.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(b)
46
In the table below, provide the following information regarding the separately managed accounts
you advise as of the date used to calculate your regulatory assets under management for purposes
of your annual updating amendment. If you are a subadviser to a separately managed account,
you should only provide information with respect to the portion of the account that you
subadvise.
In column 1, indicate the regulatory assets under management attributable to separately managed
accounts associated with each level of gross notional exposure. For purposes of this table, the
gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a)
the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii)
the regulatory assets under management of the account.
In column 2, provide the dollar amount of borrowings for the accounts included in column 1.
You may, but are not required to, complete the table with respect to any separately managed
accounts with regulatory assets under management of less than $10,000,000.
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be
reported below.
Gross Notional Exposure 1
Regulatory Assets Under
Management
2
Borrowings
Less than 10%
10-149%
150% or more
Optional: Use the space below to provide a narrative description of the strategies and/or manner
in which borrowings and derivatives are used in the management of the separately managed
accounts that you advise.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
SECTION 5.K.(3) Custodians for Separately Managed Accounts
Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or
more of your aggregate separately managed account regulatory assets under management.
(a) Legal name of custodian: __________________________________
(b) Primary business name of custodian: ______________________________
(c) The location(s) of the custodian’s office(s) responsible for custody of the assets (city,
state and country): _____________________
47
(d) Is the custodian a related person of your firm? Yes No
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8-______
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC
registration number, provide its legal entity identifier (if any) _______________
(g) What amount of your regulatory assets under management attributable to separately
managed accounts is held at the custodian? ______________________
______________________________________________________________________________
SECTION 6.A. Names of Your Other Businesses
If you are actively engaged in other business using a different name, provide that name and the
other line(s) of business.
Add Delete Amend
Other Business Name: _____________________________________
Other line(s) of business in which you engage using this name: (check all that apply)
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or
exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):____________________________
______________________________________________________________________________
48
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
If you engage in that business under a different name, provide that name:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services
that you listed in Section 6.B.(2) above.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
If you engage in that business under a different name, provide that name:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
Check only one box: Add Delete Amend
1. Legal Name of Related Person: __________________________________
2. Primary Business Name of Related Person: _____________________________
3. Related Person’s SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) __________________
4. Related Person’s (a) CRD Number (if any): ______________
(b) CIK Number(s) (if any):_____________
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or
dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or
49
exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled
investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled
investment vehicles
6. Do you control or are you controlled by the related person? Yes No
7. Are you and the related person under common control? Yes No
8. (a) Does the related person act as a qualified custodian for your clients
in connection with advisory services you provide to clients? Yes No
(b) If you are registering or registered with the SEC and you have answered “yes” to
question 8.(a) above, have you overcome the presumption that you are not operationally
independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients’ funds or securities
that are maintained at the related person? Yes No
(c) If you have answered “yes” to question 8.(a) above, provide the location of the related
person’s office responsible for custody of your clients’ assets:
__________________________________________________
(number and street)
__________________________________________________
(city) (state/country) (zip+4/postal code)
9. (a) If the related person is an investment adviser, is it exempt from
registration? Yes No
(b) If the answer is yes, under what exemption? ______________
10. (a) Is the related person registered with a foreign financial regulatory
authority? Yes No
(b) If the answer is yes, list the name and country, in English of each foreign financial
regulatory authority with which the related person is registered. ____________________
50
11. Do you and the related person share any supervised persons? Yes No
12. Do you and the related person share the same physical location? Yes No
______________________________________________________________________________
SECTION 7.B.(1) Private Fund Reporting
Check only one box: Add Delete Amend
A. PRIVATE FUND
Information About the Private Fund
1. (a) Name of the private fund: _____________________
(b) Private fund identification number: ____________________
2. Under the laws of what state or country is the private fund organized:________________
3. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a
similar capacity):
(a) Check only one box: Add Delete Amend
____________________________________
(b) If filing an umbrella registration, identify the filing adviser and/or relying
adviser(s) that sponsor(s) or manage(s) this private fund.
______________________________
4. The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company under
section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company under
section 3(c)(7) of the Investment Company Act of 1940
5. List the name and country, in English, of each foreign financial regulatory authority with
which the private fund is registered.
Check only one box: Add Delete Amend
English Name of Foreign Financial Regulatory Authority _______________________
Name of Country ______________________
51
6. (a) Is this a “master fund” in a master-feeder arrangement? Yes No
(b) If yes, what is the name and private fund identification number (if any) of the feeder
funds investing in this private fund?
Check only one box: Add Delete Amend
Name of private fund:________________________________
Private fund identification number:________________________
(c) Is this a “feeder fund” in a master-feeder arrangement? Yes No
(d) If yes, what is the name and private fund identification number (if any) of the master
fund in which this private fund invests?
Check only one box: Add Delete Amend
Name of private fund:________________________________
Private fund identification number:________________________
NOTE: You must complete question 6 for each master-feeder arrangement regardless of
whether you are filing a single Schedule D, Section 7.B.(1) for the master-feeder
arrangement or reporting on the funds separately.
7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement
according to the instructions to this Section 7.B.(1), for each of the feeder funds answer
the following questions:
Check only one box: Add Delete Amend
(a) Name of the private fund:_____________________
(b) Private fund identification number:____________________
(c) Under the laws of what state or country is the private fund organized:____________
(d) Name(s) of the General Partner, Manager, Trustee or Directors (or persons serving in
a similar capacity):
(1) Check only one box: Add Delete Amend
__________________________
52
(2) If filing an umbrella registration, identify the filing adviser and/or relying
adviser(s) that sponsor(s) or manage(s) this private fund:
__________________________
(e) The private fund (check all that apply; you must check at least one):
(1) qualifies for the exclusion from the definition of investment company
under section 3(c)(1) of the Investment Company Act of 1940
(2) qualifies for the exclusion from the definition of investment company
under section 3(c)(7) of the Investment Company Act of 1940
(f) List the name and country, in English, of each foreign financial regulatory authority
with which the private fund is registered.
Check only one box: Add Delete Amend
English Name of Foreign Financial Regulatory Authority ______________________
Name of Country ______________________
NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more
funds (“feeder funds”) invest all or substantially all of their assets in a single fund
(“master fund”). A fund would also be a “feeder fund” investing in a “master fund” for
purposes of this question if it issued multiple classes (or series) of shares or interests, and
each class (or series) invests substantially all of its assets in a single master fund.
8. (a) Is this private fund a “fund of funds”? Yes No
NOTE: For purposes of this question only, answer “yes” if the fund invests 10 percent or
more of its total assets in other pooled investment vehicles, regardless of whether or not they
are also private funds or registered investment companies.
(b) If yes, does the private fund invest in funds managed by you or by a related person?
Yes No
9. During your last fiscal year, did the private fund invest in securities issued by investment
companies registered under the Investment Company Act of 1940 (other than “money
market funds,” to the extent provided in Instruction 6.e.)? Yes No
10. What type of fund is the private fund?
hedge fund liquidity fund private equity fund real estate fund
securitized asset fund venture capital fund Other private fund:________
53
NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions of these fund
types, please see Instruction 6 of the Instructions to Part 1A.
11. Current gross asset value of the private fund: $_____________
Ownership
12. Minimum investment commitment required of an investor in the private fund: $_______
NOTE: Report the amount routinely required of investors who are not your related
persons (even if different from the amount set forth in the organizational documents of
the fund).
13. Approximate number of the private fund’s beneficial owners:_________
14. What is the approximate percentage of the private fund beneficially owned by you and
your related persons: ________%
15. (a) What is the approximate percentage of the private fund beneficially owned (in the
aggregate) by funds of funds: __________ %
(b) If the private fund qualifies for the exclusion from the definition of investment
company under section 3(c)(1) of the Investment Company Act of 1940, are sales of
the fund limited to qualified clients? Yes No
16. What is the approximate percentage of the private fund beneficially owned by non-United
States persons: __________ %
Your Advisory Services
17. (a) Are you a subadviser to this private fund? Yes No
(b) If the answer to question 17.(a) is “yes,” provide the name and SEC file number, if
any, of the adviser of the private fund. If the answer to question 17.(a) is “no,” leave
this question blank. ______________
18. (a) Do any other investment advisers (other than the investment advisers listed in Section
7.B.(1).A.3.(b)) advise the private fund? Yes No
(b) If the answer to question 18.(a) is “yes,” provide the name and SEC file number, if
any, of the other advisers to the private fund. If the answer to question 18.(a) is “no,”
leave this question blank.
Check only one box: Add Delete Amend
Name of Adviser: _________________
54
Adviser’s SEC File Number:_________________
19. Are your clients solicited to invest in the private fund? Yes No
NOTE: For purposes of this question, do not consider feeder funds of the private fund.
20. Approximately what percentage of your clients has invested in the private fund? _____%
Private Offering
21. DoesHas the private fund relyever relied on an exemption from registration of its securities
under Regulation D of the Securities Act of 1933? Yes No
22. If yes, provide the private fund’s Form D file number (if any):
Check only one box: Add Delete Amend
021-_______________
B. SERVICE PROVIDERS
Check this box if you are filing this Form ADV through the IARD system and want the
IARD system to create a new Schedule D, Section 7.B.(1) with the same service provider
information you have given here in Questions 23 - 28 for a new private fund for which you
are required to complete Section 7.B.(1). If you check the box, the system will pre-fill those
fields for you, but you will be able to manually edit the information after it is pre-filled and
before you submit your filing.
Auditors
23. (a) (1) Are the private fund’s financial statements subject to an
annual audit? Yes No
(2) AreIf the answer to question 23.(a)(1) is “yes,” are the financial
statements prepared in accordance with U.S. GAAP? Yes No
If the answer to question 23.(a)(1) is “yes,” respond to questions (b) through (f) h)
below. If the private fund uses more than one auditing firm, you must complete
questions (b) through (f) separately for each auditing firm.
Check only one box: Add Delete Amend
(b) Name of the auditing firm: _____________________________________
(c) The location of the auditing firm’s office responsible for the private fund’s audit (city,
state and country): ________________________________
55
(d) Is the auditing firm an independent public accountant? Yes No
(e) Is the auditing firm registered with the Public Company
Accounting Oversight Board? Yes No
If yes, Public Company Accounting Oversight Board-Assigned Number: ________
(f) If “yes” to (e) above, is the auditing firm subject to regular
inspection by the Public Company Accounting Oversight
Board in accordance with its rules? Yes No
(g) Are the private fund’s audited financial statements for the
most recently completed fiscal year distributed to the private
fund’s investors? Yes No
(h) DoesDo all of the reportreports prepared by the auditing firm for the
private fund since your last annual updating amendment
contain an unqualified opinions? Yes No Report Not Yet Received
If you check “Report Not Yet Received,” you must promptly file an amendment to your Form
ADV to update your response when the report is available.
Prime Broker
24. (a) Does the private fund use one or more prime brokers? Yes No
If the answer to question 24.(a) is “yes,” respond to questions (b) through (e) below
for each prime broker the private fund uses. If the private fund uses more than one
prime broker, you must complete questions (b) through (e) separately for each prime
broker.
Check only one box: Add Delete Amend
(b) Name of the prime broker:__________________
(c) If the prime broker is registered with the SEC, its registration number: 8-_________
(d) Location of prime broker’s office used principally by the private fund (city, state and
country): _______________________
(e) Does this prime broker act as custodian for some or all of the
private fund’s assets? Yes No
56
Custodian
25. (a) Does the private fund use any custodians (including the prime
brokers listed above) to hold some or all of its assets? Yes No
If the answer to question 25.(a) is “yes,” respond to questions (b) through (fg) below
for each custodian the private fund uses. If the private fund uses more than one
custodian, you must complete questions (b) through (fg) separately for each
custodian.
Check only one box: Add Delete Amend
(b) Legal name of custodian:__________________
(c) Primary business name of custodian: ______________________
(d) The location of the custodian’s office responsible for custody of the private fund’s
assets (city, state and country): _______________________
(e) Is the custodian a related person of your firm? Yes No
(f) If the custodian is a broker-dealer, provide its SEC registration number (if any):
8-_________
(g) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC
registration number, provide its legal entity identifier (if any) ___________________
Administrator
26. (a) Does the private fund use an administrator other than your firm? Yes No
If the answer to question 26.(a) is “yes,” respond to questions (b) through (f) below.
If the private fund uses more than one administrator, you must complete questions (b)
through (f) separately for each administrator.
Check only one box: Add Delete Amend
(b) Name of administrator: _____________________________
(c) Location of administrator (city, state and country): _____________________
(d) Is the administrator a related person of your firm? Yes No
(e) Does the administrator prepare and send investor account statements to the private
fund’s investors?
57
Yes (provided to all investors) Some (provided to some but not all
investors) No (provided to no investors)
(f) If the answer to question 26.(e) is “no” or “some,” who sends the investor account
statements to the (rest of the) private fund’s investors? If investor account statements
are not sent to the (rest of the) private fund’s investors, respond “not applicable.”
_________________________________________.
27. During your last fiscal year, what percentage of the private fund’s assets (by value) was
valued by a person, such as an administrator, that is not your related person?
______________%
Include only those assets where (i) such person carried out the valuation procedure
established for that asset, if any, including obtaining any relevant quotes, and (ii) the
valuation used for purposes of investor subscriptions, redemptions or distributions, and
fee calculations (including allocations) was the valuation determined by such person.
Marketers
28. (a) Does the private fund use the services of someone other than you
or your employees for marketing purposes? Yes No
You must answer “yes” whether the person acts as a placement agent, consultant,
finder, introducer, municipal advisor or other solicitor, or similar person. If the
answer to question 28.(a) is “yes,” respond to questions (b) through (g) below for
each such marketer the private fund uses. If the private fund uses more than one
marketer, you must complete questions (b) through (g) separately for each marketer.
Check only one box: Add Delete Amend
(b) Is the marketer a related person of your firm? Yes No
(c) Name of the marketer: _________________________________
(d) If the marketer is registered with the SEC, its file number (e.g., 801-, 8-, or 866-):
__________ and CRD Number (if any) _________________
(e) Location of the marketer’s office used principally by the private fund (city, state
and country): ___________________________
(f) Does the marketer market the private fund through one
or more websites? Yes No
(g) If the answer to question 28.(f) is “yes,” list the website address(es): __________
58
______________________________________________________________________________
SECTION 7.B.(2) Private Fund Reporting
(1) Name of the private fund: ______________________
(2) Private fund identification number: ___________________
(3) Name and SEC File number of adviser that provides information about this private fund in
Section 7.B.(1) of Schedule D of its Form ADV filing: __________________, 801-
_________ or 802-__________
(4) Are your clients solicited to invest in this private fund? Yes No
In answering this question, disregard feeder funds’ investment in a master fund. For
purposes of this question, in a master-feeder arrangement, one or more funds (“feeder
funds”) invest all or substantially all of their assets in a single fund (“master fund”). A fund
would also be a “feeder fund” investing in a “master fund” for purposes of this question if it
issued multiple classes (or series) of shares or interests, and each class (or series) invests
substantially all of its assets in a single master fund.
______________________________________________________________________________
SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged
to perform a surprise examination, perform an audit of a pooled investment vehicle that you
manage, or prepare an internal control report. You must complete a separate Schedule D Section
9.C. for each independent public accountant.
Check only one box: Add Delete Amend
(1) Name of the independent public accountant: ____________________________
(2) The location of the independent public accountant’s office responsible for the services
provided:
______________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
(3) Is the independent public accountant registered with the Public
Company Accounting Oversight Board? Yes No
If “yes,” Public Company Accounting Oversight Board-Assigned Number:____________
59
(4) If “yes” to (3) above, is the independent public accountant subject to
regular inspection by the Public Company Accounting Oversight Board in accordance with
its rules? Yes No
(5) The independent public accountant is engaged to:
A. audit a pooled investment vehicle
B. perform a surprise examination of clients’ assets
C. prepare an internal control report
(6) Does any report Since your last annual updating amendment, did all of the reports prepared by
the independent public accountant that audited the pooled investment vehicle or that
examined internal controls contain an unqualified opinions?
Yes No Report Not Yet Received
If you check “Report Not Yet Received,” you must promptly file an amendment to your
Form ADV to update your response when the accountant’s report is available.
______________________________________________________________________________
SECTION 10.A. Control Persons
You must complete a separate Schedule D Section 10.A. for each control person not named in
Item 1.A. or Schedules A, B, or C that directly or indirectly controls your management or
policies.
Check only one box: Add Delete Amend
(1) Firm or Organization Name: ___________________________________________________
(2) CRD Number (if any): __________________ Effective Date: ______________
mm/dd/yyyy
Termination Date: _______________
mm/dd/yyyy
(3) Business Address:
_____________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
(4) Individual Name (if applicable) (Last, First, Middle):
________________________________________________________
(5) CRD Number (if any): __________________ Effective Date: ______________
60
mm/dd/yyyy
Termination Date: _______________
mm/dd/yyyy
(6) Business Address:
_____________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
(7) Briefly describe the nature of the control:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
SECTION 10.B. Control Person Public Reporting Companies
If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public
reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please
provide the following information (you must complete a separate Schedule D Section 10.B. for
each public reporting company):
(1) Full legal name of the public reporting company: __________________________________
(2) The public reporting company’s CIK number (Central Index Key number that the SEC
assigns to each reporting company): _____________________________________________
______________________________________________________________________________
Miscellaneous
You may use the space below to explain a response to an Item or to provide any other
information.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
61
FORM ADV Schedule R
Check the box that indicates what you would like to do:
Submit a new Schedule R
Submit an initial Schedule R
Amend a Schedule R
Amend an existing Schedule R
Delete a Schedule R
Delete an existing Schedule R for a relying adviser that is no longer eligible for SEC
registration
Delete an existing Schedule R for a relying adviser that is no longer relying on this umbrella
registration
SECTION 1 Identifying Information
Responses to this Section tell us who you (the relying adviser) are, where you are doing
business, and how we can contact you.
A. Your full legal name:
_______________________________________________________________________
B. Name under which you primarily conduct your advisory business, if different from
Section 1.A. above or Item 1.A. of the filing adviser’s Form ADV Part 1A.
_____________________________________________________________________
C. List any other business names and the jurisdictions in which you use them. Complete this
question for each other business name. Add Delete Amend
Name: __________________________________ Jurisdiction:_____________________
You do not have to include the names or jurisdictions of the filing adviser or other relying
adviser(s) in response to this Section 1.C.
D. If you currently have, or ever had, a number (“CRD Number”) assigned by the FINRA’s
CRD system or by the IARD system (other than the filing adviser’s CRD number), your
CRD number: _____________.
62
If you do not have a CRD number, skip this Section 1.D. Do not provide the CRD
number of one of your officers, employees, or affiliates (including the filing adviser).
E. Principal Office and Place of Business
Same as the filing adviser.
(1) Address (do not use a P.O. Box):
___________________________________________________________
(number and street)
___________________________________________________________
(city) (state/country) (zip +4/postal code)
If this address is a private residence, check this box:
(2) Days of week that you normally conduct business at your principal office and place
of business:
Monday - Friday Other: ________________________________
Normal business hours at this location: ________________________________
(3) Telephone number at this location: ___________________________________
(area code) (telephone number)
(4) Facsimile number at this location, if any: ___________________________________
(area code) (facsimile number)
F. Mailing address, if different from your principal office and place of business address:
Same as the filing adviser.
_____________________________________________________________________
(number and street)
_____________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
G. Provide your Legal Entity Identifier if you have one: ___________________________
A legal entity identifier is a unique number that companies use to identify each other in
the financial marketplace. You may not have a legal entity identifier.
63
H. If you have Central Index Key numbers assigned by the SEC (“CIK Numbers”), all of
your CIK numbers: _________________________
SECTION 2
SEC Registration
Responses to this Section help us (and you) determine whether you are eligible to register with
the SEC.
A. To be a relying adviser, you must be independently eligible to register (or remain
registered) with the SEC. You must check at least one of the Sections 2.A.(1) through
2.A.(8), below. Part 1A Instruction 2 provides information to help you determine
whether you may affirmatively respond to each of these items.
You (the relying adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars)
or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or
more at the time of filing its most recent annual updating amendment and is
registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of
$25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars)
and you are either:
(a) not required to be registered as an adviser with the state securities authority
of the state where you maintain your principal office and place of business;
or
(b) not subject to examination by the state securities authority of the state
where you maintain your principal office and place of business;
(3) have your principal office and place of business in Wyoming (which does not
regulate advisers);
(4) have your principal office and place of business outside the United States;
(5) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is
under common control with, an investment adviser that is registered with the
64
SEC, and your principal office and place of business is the same as the
registered adviser;
(6) are an adviser relying on rule 203A-2(c) because you expect to be eligible for
SEC registration within 120 days;
If you check this box, you must make both of the representations below:
I am not registered or required to be registered with the SEC or a state
securities authority and I have a reasonable expectation that I will be
eligible to register with the SEC within 120 days after the date my
registration with the SEC becomes effective.
By submitting this Form ADV to the SEC, the filing adviser undertakes to
file an amendment to this umbrella registration to remove this Schedule R
if, on the 120th day after this application for umbrella registration with
the SEC becomes effective, I would be prohibited by Section 203A(a) of
the Advisers Act from registering with the SEC.
(7) are a multi-state adviser that is required to register in 15 or more states and is
relying on rule 203A-2(d);
If this is your initial filing as a relying adviser, you must make both of these
representations:
I have reviewed the applicable state and federal laws and have concluded
that I am required by the laws of 15 or more states to register as an
investment adviser with the state securities authorities in those states.
The filing adviser undertakes to file an amendment to this umbrella
registration to remove this Schedule R if, at the time of the annual
updating amendment, I would be required by the laws of fewer than 15
states to register as an investment adviser with the state securities
authorities of those states.
If you are submitting your annual updating amendment, you must make this
representation:
Within 90 days prior to the date of filing this amendment, I have reviewed
the applicable state and federal laws and have concluded that I am
required by the laws of at least 15 states to register as an investment
adviser with the state securities authorities in those states.
(8) have received an SEC order exempting you from the prohibition against
registration with the SEC. If you check this box, provide the following
information:
65
Application Number: 803-_______________ Date of order: ______________
(mm/dd/yyyy)
(9) are no longer eligible to remain registered with the SEC.
SECTION 3 Form of Organization
A. How are you organized?
Corporation Sole Proprietorship Limited Liability Partnership (LLP)
Partnership Limited Liability Company (LLC) Limited Partnership (LP)
Other (specify):______________________________________________________
B. In what month does your fiscal year end each year? ___________________________
C. Under the laws of what state or country are you organized? _____________________
If you are a partnership, provide the name of the state or country under whose laws
your partnership was formed.
SECTION 4 Control Persons
In this Section 4, we ask you to identify each other person that, directly or indirectly, controls
you.
A. Direct Owners and Executive Officers
(1) Section 4.A. asks for information about your direct owners and executive officers.
(2) Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief
Legal Officer, director and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or
more of a class of your voting securities, unless you are a public reporting company (a
company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or
has the power to sell or direct the sale of, 5% or more of a class of your voting securities.
For purposes of this Section 4.A., a person beneficially owns any securities: (i) owned
by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60
days, through the exercise of any option, warrant, or right to purchase the security.
66
(c) if you are organized as a partnership, all general partners and those limited and special
partners that have the right to receive upon dissolution, or have contributed, 5% or more
of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or
that has the right to receive upon dissolution, or has contributed, 5% or more of your
capital, the trust and each trustee; and
(e) if you are organized as a limited liability company (“LLC”), (i) those members that have
the right to receive upon dissolution, or have contributed, 5% or more of your capital, and
(ii) if managed by elected managers, all elected managers.
(3) Do you have any indirect owners to be reported in Section 4.B. below? Yes No
(4) In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the
owner is an entity incorporated or domiciled in a foreign country, or “I” if the owner or
executive officer is an individual.
(5) Complete the Title or Status column by entering board/management titles; status as partner,
trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
(6) Ownership codes are: NA - less than 5% C - 25% but less than 50%
A - 5% but less than 10% D - 50% but less than 75%
B - 10% but less than 25% E - 75% or more
(7) (a) In the Control Person column, enter “Yes” if the person has control as defined in the
Glossary of Terms to Form ADV, and enter “No” if the person does not have control.
Note that under this definition, most executive officers and all 25% owners, general
partners, elected managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Sections
12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the
IARD system to pre-fill the chart below with the same direct owners and executive officers
you have provided in Schedule A for your filing adviser. If you check the box, the system
will pre-fill these fields for you, but you will be able to manually edit the information after it
is pre-filled and before you submit your filing.
FULL
LEGAL
NAME
(Individuals
: Last
DE/
FE/I
Title or
Status
Date
Title or
Status
Acquired
Ownership
Code
Control
Person
CRD No.
If None:
S.S. No.
and Date
of Birth,
67
Name, First
Name,
Middle
Name)
MM/YY
YY
PR
IRS Tax
No. or
Employer
ID No.
| |
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B. Indirect Owners
(1) Section 4.B. asks for information about your indirect owners; you must first complete
Section 4.A., which asks for information about your direct owners.
(2) Indirect Owners. With respect to each owner listed in Section 4.A. (except individual
owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially
owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a
class of a voting security of that corporation;
For purposes of this Section, a person beneficially owns any securities: (i) owned by
his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60
days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and
special partners that have the right to receive upon dissolution, or have contributed, 25%
or more of the partnership’s capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company (“LLC”), (i) those members
that have the right to receive upon dissolution, or have contributed, 25% or more of the
LLC’s capital, and (ii) if managed by elected managers, all elected managers.
(3) Continue up the chain of ownership listing all 25% owners at each level. Once a public
reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is
reached, no further ownership information need be given.
68
(4) In the DE/FE/I column below, enter “DE” if the owner is a domestic entity, “FE” if the
owner is an entity incorporated or domiciled in a foreign country, or “I” if the owner is an
individual.
(5) Complete the Status column by entering the owner’s status as partner, trustee, elected
manager, shareholder, or member; and for shareholders or members, the class of securities
owned (if more than one is issued).
(6) Ownership codes are: C - 25% but less than 50% D - 50% but less than 75%
E - 75% or more F - Other (general partner, trustee, or
elected manager)
(7) (a) In the Control Person column, enter “Yes” if the person has control as defined in the
Glossary of Terms to Form ADV, and enter “No” if the person does not have control.
Note that under this definition, most executive officers and all 25% owners, general
partners, elected managers, and trustees are control persons.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Sections
12 or 15(d) of the Exchange Act.
(c) Complete each column.
Check this box if you are filing this Form ADV through the IARD system and want the
IARD system to pre-fill Schedule B with the same indirect owners you have provided in
Schedule B for your filing adviser. If you check the box, the system will pre-fill these fields
for you, but you will be able to manually edit the information after it is pre-filled and before
you submit your filing.
FULL
LEGAL
NAME
(Individuals
: Last
Name, First
Name,
Middle
Name)
DE/
FE/I
Entity in
Which
Interest is
Owned
Status Date
Status
Acquired
MM/
YYYY
Ownership
Code
Control
Person
PR
CRD No. If
None: S.S.
No. and
Date of
Birth, IRS
Tax No. or
Employer
ID No.
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| |
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C. Does any person not named in Section 1.A., Section 4.A., or Section 4.B. directly or
indirectly, control your management or policies? Yes No
69
If yes, you must complete the information below for each control person not named in Section
1.A., Section 4.A., or Section 4.B. that directly or indirectly controls your management or
policies.
Check only one box: Add Delete Amend
(1) Firm or Organization Name: ___________________________________________________
(2) CRD Number (if any): __________________ Effective Date: ______________
mm/dd/yyyy
Termination Date: _______________
mm/dd/yyyy
(3) Business Address:
_____________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
(4) Individual Name (if applicable) (Last, First, Middle):
________________________________________________________
(5) CRD Number (if any): __________________ Effective Date: ______________
mm/dd/yyyy
Termination Date: _______________
mm/dd/yyyy
(6) Business Address:
_____________________________________________________________________________
(number and street)
______________________________________________________________________________
(city) (state/country) (zip+4/postal code)
If this address is a private residence, check this box:
(7) Briefly describe the nature of the control:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
70
D. If any person named in Section 4.A., Section 4.B., or Section 4.C. is a public reporting
company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, complete the
information below (you must complete this information for each public reporting company).
Check only one box: Add Delete Amend
(1) Full legal name of the public reporting company:________________________________
(2) The public reporting company’s CIK number (Central Index Key number that the SEC
assigns to each reporting company): __________________________________________
71
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED response
used to report details for affirmative responses to Items 11.A. or 11.B. of Form ADV.
Check item(s) being responded to: 11.A(1) 11.A(2) 11.B(1) 11.B(2)
Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
Multiple counts of the same charge arising out of the same event(s) should be reported on the
same DRP. Unrelated criminal actions, including separate cases arising out of the same event,
must be reported on separate DRPs. Use this DRP to report all charges arising out of the same
event. One event may result in more than one affirmative answer to the items listed above.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate
below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-
registered” by checking the appropriate box.
Your Name Your CRD Number
_____________________________ ________________________
ADV DRP - ADVISORY AFFILIATE
CRD Number This advisory affiliate is a firm an individual
Registered: Yes No
_____________________
Name (For individuals, Last, First, Middle)
_________________________________________
72
This DRP should be removed from the ADV record because the advisory affiliate(s) is no
longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding
occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and
the event was resolved in the adviser’s or advisory affiliate’s favor.
This DRP should be removed from the ADV record because it was filed in error, such as
due to a clerical or data-entry mistake. Explain the circumstances:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
B. If the advisory affiliate is registered through the IARD system or CRD system, has the
advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for
the event? If the answer is “Yes,” no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation
to update its IARD or CRD records.
PART II
1. If charge(s) were brought against an organization over which you or an advisory affiliate
exercise(d) control: Enter organization name, whether or not the organization was an
investment-related business and your or the advisory affiliate’s position, title, or relationship.
______________________________________________________________________________
2. Formal Charge(s) were brought in: (include name of Federal, Military, State or Foreign
Court, Location of Court - City or County and State or Country, Docket/Case number).
______________________________________________________________________________
3. Event Disclosure Detail (Use this for both organizational and individual charges.)
A. Date First Charged (MM/DD/YYYY): ______________ Exact Explanation
If not exact, provide explanation: __________________________________________________
73
B. Event Disclosure Detail (include Charge(s)/Charge Description(s), and for each charge
provide: (1) number of counts, (2) felony or misdemeanor, (3) plea for each charge, and
(4) product type if charge is investment-related.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
C. Did any of the Charge(s) within the Event involve a felony? Yes No
D. Current status of the Event? Pending On Appeal Final
E. Event Status Date (complete unless status is Pending) (MM/DD/YYYY): ____________
Exact Explanation
If not exact, provide explanation: __________________________________________________
4. Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted,
acquitted, dismissed, pretrial, etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentence-
suspension, probation, etc.), (e) Start Date of Penalty, (f) Penalty/Fine Amount, and (g) Date
Paid.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
5. Provide a brief summary of circumstances leading to the charge(s) as well as the disposition.
Include the relevant dates when the conduct which was the subject of the charge(s) occurred.
(Your response must fit within the space provided.)
74
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
75
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED
response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or
11.G. of Form ADV.
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or
11.G. Use only one DRP to report details related to the same event. If an event gives rise to
actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate
below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-
registered” by checking the appropriate box.
Your Name Your CRD Number
_____________________________ ________________________
ADV DRP - ADVISORY AFFILIATE
CRD Number This advisory affiliate is a firm an individual
Registered: Yes No
_____________________
Name (For individuals, Last, First, Middle)
76
_________________________________________
This DRP should be removed from the ADV record because the advisory affiliate(s) is no
longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding
occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and
the event was resolved in the adviser’s or advisory affiliate’s favor.
If you are registered or registering with a state securities authority, you may remove a DRP
for an event you reported only in response to Item 11.D(4), and only if that event occurred
more than ten years ago. If you are registered or registering with the SEC, you may remove a
DRP for any event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as
due to a clerical or data-entry mistake. Explain the circumstances:
___________________________________________________________________________
___________________________________________________________________________
B. If the advisory affiliate is registered through the IARD system or CRD system, has the
advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for
the event? If the answer is “Yes,” no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation
to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State SRO Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state or SRO)
______________________________________________________________________________
2. Principal Sanction (check appropriate item):
Civil and Administrative Penalty(ies)/Fine(s) Disgorgement Restitution
Bar Expulsion Revocation
Cease and Desist Injunction Suspension
Censure Prohibition Undertaking
77
Denial Reprimand Other__________
Other Sanctions:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
3. Date Initiated (MM/DD/YYYY): __________________ Exact Explanation
If not exact, provide explanation: _______________________________________________
4. Docket/Case Number: ___________________________
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action
(if applicable):
__________________________________________________
6. Principal Product Type (check appropriate item):
Annuity(ies) - Fixed Derivative(s) Investment Contract(s)
Annuity(ies) - Variable Direct Investment(s) - Money Market Fund(s)
DPP and LP Interest(s)
CD(s) Equity - OTC Mutual Fund(s)
Commodity Option(s) Equity Listed (Common & No Product
Preferred Stock)
Debt - Asset Backed Futures - Commodity Options
Debt - Corporate Futures - Financial Penny Stock(s)
Debt - Government Index Option(s) Unit Investment Trust(s)
Debt - Municipal Insurance Other
Other Product Types:
______________________________________________________________________________
______________________________________________________________________________
7. Describe the allegations related to this regulatory action (your response must fit within the
space provided):
______________________________________________________________________________
______________________________________________________________________________
78
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
8. Current status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date
Appeal Filed:
______________________________________________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved (check appropriate item):
Acceptance, Waiver & Consent (AWC) Dismissed Vacated
Consent Order Withdrawn
Decision Settled Other ______________
Decision & Order of Offer of Settlement Stipulation and Consent
11. Resolution Date (MM/DD/YYYY): ___________________ Exact Explanation
If not exact, provide explanation:___________________________________________________
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Revocation/Expulsion/Denial Disgorgement/Restitution
Amount: $ _______ Censure Cease and Desist/Injunction Bar
Suspension
B. Other Sanctions Ordered:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
79
Sanction detail: if suspended, enjoined or barred, provide duration including start date and
capacities affected (General Securities Principal, Financial Operations Principal, etc.). If
requalification by exam/retraining was a condition of the sanction, provide length of time
given to requalify/retrain, type of exam required and whether condition has been satisfied. If
disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation,
provide total amount, portion levied against you or an advisory affiliate, date paid and if any
portion of penalty was waived:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
13. Provide a brief summary of details related to the action status and (or) disposition and
include relevant terms, conditions and dates (your response must fit within the space
provided).
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
80
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL OR AMENDED
response used to report details for affirmative responses to Item 11.H. of Part 1A and Item 2.F.
of Part 1B of Form ADV.
Check Part 1A item(s) being responded to: 11.H(1)(a) 11.H(1)(b) 11.H(1)(c)
11.H(2)
Check Part 1B item(s) being responded to: 2.F(1) 2.F(2) 2.F(3)
2.F(4) 2.F(5)
Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F.
of Part 1B. Use only one DRP to report details related to the same event. Unrelated civil
judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate
below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate “non-
registered” by checking the appropriate box.
Your Name Your CRD Number
_____________________________ ________________________
ADV DRP - ADVISORY AFFILIATE
CRD Number This advisory affiliate is a firm an individual
Registered: Yes No
_____________________
Name (For individuals, Last, First, Middle)
81
_________________________________________
This DRP should be removed from the ADV record because the advisory affiliate(s) is no
longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding
occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and
the event was resolved in the adviser’s or advisory affiliate’s favor.
If you are registered or registering with a state securities authority, you may remove a DRP
for an event you reported only in response to Item 11.H.(1)(a), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may
remove a DRP for any event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as
due to a clerical or data-entry mistake. Explain the circumstances:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
B. If the advisory affiliate is registered through the IARD system or CRD system, has the
advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for
the event? If the answer is “Yes,” no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation
to update its IARD or CRD records.
PART II
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO,
commodities exchange, agency, firm, private plaintiff, etc.)
______________________________________________________________________________
2. Principal Relief Sought (check appropriate item):
Cease and Desist Disgorgement Money Damages Restraining Order
(Private/Civil
Complaint)
Civil Penalty(ies) Injunction Restitution Other__________
/Fine(s)
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Other Relief Sought:
______________________________________________________________________________
______________________________________________________________________________
3. Filing Date of Court Action (MM/DD/YYYY): ___________ Exact Explanation
If not exact, provide explanation: _______________________________________________
4. Principal Product Type (check appropriate item):
Annuity(ies) - Fixed Derivative(s) Investment Contract(s)
Annuity(ies) - Variable Direct Investment(s) - Money Market Fund(s)
DPP and LP Interest(s)
CD(s) Equity - OTC Mutual Fund(s)
Commodity Option(s) Equity Listed (Common & No Product
Preferred Stock)
Debt - Asset Backed Futures - Commodity Options
Debt - Corporate Futures - Financial Penny Stock(s)
Debt - Government Index Option(s) Unit Investment Trust(s)
Debt - Municipal Insurance Other
Other Product Types:
______________________________________________________________________________
5. Formal Action was brought in (include name of Federal, State or Foreign Court, Location of
Court - City or County and State or Country, Docket/Case Number):
______________________________________________________________________________
6. Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial
action (if applicable):
______________________________________________________________________________
7. Describe the allegations related to this civil action (your response must fit within the space
provided):
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
83
______________________________________________________________________________
______________________________________________________________________________
8. Current status? Pending On Appeal Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed
(MM/DD/YYYY):
______________________________________________________________________________
10. If pending, date notice/process was served (MM/DD/YYYY): __________ Exact
Explanation
If not exact, provide explanation: _______________________________________________
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved (check appropriate item):
Consent Judgment Rendered Settled
Dismissed Opinion Withdrawn Other ______________
12. Resolution Date (MM/DD/YYYY): ___________________ Exact Explanation
If not exact, provide explanation:___________________________________________________
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate
items)?
Monetary/Fine Revocation/Expulsion/Denial Disgorgement/Restitution
Amount: $ _______ Censure Cease and Desist/Injunction Bar
Suspension
B. Other Sanctions:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
84
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date
and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide
length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or
monetary compensation, provide total amount, portion levied against you or an advisory
affiliate, date paid and if any portion of penalty was waived:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
14. Provide a brief summary of circumstances related to the action(s), allegation(s),
disposition(s) and/or finding(s) disclosed above (your response must fit within the space
provided).
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________